COMMISSION FILE NO. 1-8722
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE MACNEAL-SCHWENDLER CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 95-2239450
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
815 COLORADO BOULEVARD,
LOS ANGELES, CALIFORNIA 90041
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. /_/
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. /_/
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Each Class is to
to be Registered be Registered
_____________________ __________________________
Common Stock par value $.01 New York Stock Exchange
Convertible Subordinated New York Stock Exchange
Debentures due 2004
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
COMMON STOCK
Holders of Common Stock are entitled to receive, subject to
the rights of any preferred stock issued by the Registrant and
then outstanding, dividends when and as declared by the Board of
Directors out of funds legally available therefor. Holders of
Common Stock have no preemptive right to purchase additional
shares. Holders of Common Stock are entitled to share on a pro
rata basis, subject to the rights of any preferred stock then
outstanding, in the assets of the Registrant legally available
for distribution to stockholders in the event of the Registrant's
liquidation, dissolution or winding up.
Holders of Common Stock are entitled to one vote per share
with respect to all matters voted upon by stockholders, including
the election of members of the Board of Directors. Holders of
Common Stock do not have cumulative voting rights. The
outstanding shares of Common Stock are validly issued, fully paid
and nonassessable. All authorized, unissued shares of Common
Stock are issuable by the Board of Directors of the Registrant
without stockholder approval, including issuance to acquire
another business.
The Board of Directors of the Registrant presently consists
of three classes elected for staggered three-year terms.
The Registrant's Certificate of Incorporation also
authorizes the issuance of 10,000,000 shares of preferred stock,
par value $0.01 per share ("Preferred Stock"), and authorizes the
Board of Directors to fix the rights, preferences, privileges and
restrictions of one or more series out of such authorized shares
of Preferred Stock, including dividend rights, conversion rights,
voting rights, terms of redemption and liquidation preferences,
without further vote or action by the Registrant's stockholders.
Although the Board of Directors has no present intention of doing
so, issuance of the authorized Preferred Stock within terms
giving it substantial power, conversion or other rights could
have the effect of (i) delaying, deferring or preventing a change
in control of the Registrant or (ii) otherwise affecting the
rights of holders of the Common Stock.
DEBENTURES
The description of the Debentures is set forth under the
caption "Description of Debentures" in the Registration Statement
on Form S-4 of The MacNeal-Schwendler Corporation, a California
corporation, the predecessor corporation to the Registrant ("MSC
California") (Registration No. 33-81580), and in the Joint Proxy
Statement/Prospectus dated July 20, 1994 (the "Joint Proxy
Statement") included therein and filed under the Securities Act
of 1933, as amended (the "Act") and the Securities Exchange Act
of 1934, as amended, as supplemented by the Prospectus Supplement
dated August 10, 1994 filed pursuant to Rule 424(b) under the
Act, and is hereby incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit
Number
- --------
1. All exhibits required by Instruction II to Item 2 will be
supplied to the New York Stock Exchange.
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SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the Registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Dated: May 22, 1996
THE MACNEAL-SCHWENDLER CORPORATION
By: /s/ LOUIS A. GRECO
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Louis A. Greco
Chief Financial Officer
and Corporate Secretary
